<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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CORE INDUSTRIES INC
(Name of Subject Company)
---------------
UD NEVADA CORP.
AND
UNITED DOMINION INDUSTRIES LIMITED
(Bidder)
---------------
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
---------------
218675106
(CUSIP Number of Class of Securities)
---------------
RICHARD L. MAGEE, ESQ.
SECRETARY
UD NEVADA CORP.
UNITED DOMINION INDUSTRIES LIMITED
2300 ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28202-6039
TELEPHONE: (704) 347-6800
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
COPY TO:
STEPHEN M. LYNCH, ESQ.
ROBINSON, BRADSHAW & HINSON, P.A.
1900 INDEPENDENCE CENTER
101 NORTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28246
TELEPHONE: (704) 377-2536
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Page 1 of 8 pages.
The exhibit index begins on page 7.
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CUSIP No. 218675106 SCHEDULE 14D-1 Page 2 of 8 pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
UD Nevada Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP No. 218675106 SCHEDULE 14D-1 Page 3 of 8 pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
United Dominion Industries Limited
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
- --------------------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0.0%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
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Page 4 of 8 pages
This Amendment No. 1 (this "Amendment No. 1") is to the Tender Offer
Statement on Schedule 14D-1 (the "Statement") that relates to the offer by UD
Nevada Corp., a Nevada corporation ("Purchaser") and an indirect wholly owned
subsidiary of United Dominion Industries Limited, a corporation organized under
the laws of Canada ("Parent"), to purchase all outstanding shares of Common
Stock, par value $1.00 per share, of Core Industries Inc, a Nevada corporation,
at a price of $25.00 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in Purchaser's
Offer to Purchase dated July 2, 1997 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"), copies of which were attached to the Statement as
Exhibits (a)(1) and (a)(2) thereto, respectively. The Offer is scheduled to
expire at 12:00 midnight, New York City time, on July 30, 1997, unless extended
in accordance with the Offer to Purchase. The Statement was filed with the
Securities and Exchange Commission on July 2, 1997.
This Amendment No. 1 also constitutes an amendment to the Statement on
Schedule 13D with respect to the acquisition by Purchaser and Parent of
beneficial ownership of the Shares. The item numbers and responses thereto
below are in accordance with the requirements of Schedule 14D-1.
Capitalized terms used in this Amendment No. 1 but not defined herein
have the meanings ascribed to such terms in the Offer to Purchase and the
Statement.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented by adding to the end thereof
the following:
On July 14, 1997, United Dominion Industries, Inc. transferred
all outstanding shares of capital stock of Purchaser to United Dominion
Holdings, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Parent. The directors and officers of United Dominion
Industries, Inc. constitute the directors and officers of United
Dominion Holdings, Inc. and hold the same offices with respect to
United Dominion Holdings, Inc., as they respectively hold with respect
to United Dominion Industries, Inc.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding to the end thereof
the following:
At 11:59 p.m., New York City time, on July 22, 1997, the
waiting period under the HSR Act with respect to the purchase of Shares
pursuant to the Offer expired. On July 23, 1997, Parent issued a press
release with respect to the foregoing, a copy of which is filed as
Exhibit (a)(11) hereto, which is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following:
(a)(11) Press release issued by Parent on July 23, 1997
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Page 5 of 8 pages
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UD NEVADA CORP.
By: /s/ GLENN A. EISENBERG
-----------------------------
Name: Glenn A. Eisenberg
Title: Vice President
By: /s/ RICHARD L. MAGEE
-----------------------------
Name: Richard L. Magee
Title: Secretary
July 23, 1997
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Page 6 of 8 pages
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UNITED DOMINION INDUSTRIES LIMITED
By: /s/ GLENN A. EISENBERG
-----------------------------
Name: Glenn A. Eisenberg
Title: Senior Vice President
By: /s/ RICHARD L. MAGEE
-----------------------------
Name: Richard L. Magee
Title: Secretary
July 23, 1997
<PAGE> 7
Page 7 of 8 pages
EXHIBIT INDEX
Exhibit
No.
- ---
(a)(1)* Form of Offer to Purchase dated July 2, 1997
(a)(2)* Form of Letter of Transmittal
(a)(3)* Form of Notice of Guaranteed Delivery
(a)(4)* Form of Letter from Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Furman Selz LLC to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees
(a)(5)* Form of Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to Clients
(a)(6)* Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(7)* Summary Advertisement as published in The Wall Street Journal on
July 2, 1997
(a)(8)* Press release issued by Parent on June 26, 1997
(a)(9)* Press release issued by the Company on June 26, 1997
(a)(10)* Form of Letter from Putnam Investments to participants in Core
Industries Inc 401(k) Plans, with transmittal instructions
(a)(11) Press release issued by Parent on July 23, 1997
(b)(1)* Commitment letter dated June 24, 1997 from Royal Bank of Canada in
favor of Parent and United Dominion Industries, Inc.
(c)(1)* Agreement and Plan of Merger, dated as of June 25, 1997, among
Parent, Purchaser and the Company
(c)(2)* Confidentiality Agreement dated October 2, 1996 between the Company
and United Dominion Industries, Inc.
(c)(3)* Letter Agreement dated June 20, 1997 between the Company and Parent
regarding payment of certain fees
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* Previously filed.
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Page 8 of 8 pages
Exhibit (a)(11)
[LOGO]
UNITED DOMINION NEWS
CONTACT--
Media - Nancy Spurlock (704) 347-6838 FOR IMMEDIATE RELEASE
Analysts - Michael Morgan (704) 347-6529
UNITED DOMINION INDUSTRIES ANNOUNCES EXPIRATION OF WAITING PERIOD
IN TENDER OFFER FOR STOCK OF CORE INDUSTRIES
CHARLOTTE, NORTH CAROLINA (July 23, 1997) -- United Dominion Industries
Limited (NYSE, TSE:UDI) and its indirect wholly owned subsidiary, UD Nevada
Corp. ("UD"), today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act with respect to the purchase by UD
in its tender offer for the shares of common stock of Core Industries Inc
expired at 11:59 p.m. on July 22, 1997. UD commenced its tender offer to
purchase all outstanding shares of common stock of Core Industries Inc at a
price of $25.00 per share, net to the seller in cash, pursuant to its Offer to
Purchase dated July 2, 1997 and related Letter of Transmittal. The tender offer
is scheduled to expire at 12:00 midnight, New York City time, on July 30, 1997,
unless the tender offer is extended in accordance with the Offer to Purchase.
United Dominion is a diversified manufacturer of proprietary,
engineered products for customers worldwide.
Merrill Lynch & Co. and Furman Selz LLC are acting as the Dealer
Managers for the tender offer. MacKenzie Partners, Inc. is serving as the
Information Agent. For further information please contact the Information Agent
at (800) 322-2885 or mail requests to the Information Agent at 156 Fifth Avenue,
New York, New York 10010.
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